A Secret Affair
by missbossy37
Summary: Rarity and Fluttershy have a secret they need to tell each other but their afraid of what their friends will think. The Fall Festival is coming up and everything has been very busy. Then, somepony broke into Rarity's house and stolen all the dresses she made for her friends. Will they find the dresses in time and tell their friends about their love?
1. Chapter 1

Chapter 1: The Fall Festival

Bossy here. This is my first story so don't judge. I just really love this couple. Not as much as Appledash but still. By the way I'll be making a Appledash fanfic either after this story or the same time. Anyways enough talking. On with the story. Enjoy!

Rarity's POV:

Hello everypony. Well from what I heard your called a human. Ugh it even sounds horrid. The name is just so filthy and disgusting. Hu-man. What is that even supposed to mean? Well anyways, moving on to a more interesting subject. I'm here to tell about my love affair with a special pony. I won't give away any names. That just takes the mystery out of it. Well on with the story.

It was a normal sunny day in Ponyville. Busy ponies running back and forth, Rainbow Dash flying in the sky, and Pinkie Pie running her mouth... as always. It was peaceful. Well for every pony except me. I, on the other hoof, was distressed. I was stuck in my cottage designing outfits for the fall festival. I just finishing Applejack's dress when all of a sudden the dirty cowmare bursts in my door uninvted. She had mud _all_ over her hooves and was dragging it inside the room.

"Howdy Rarity!" Applejack called wiggling her hoof to get the mud off. I rolled my eyes. Then a splash of mud landed next to my hoof.

"Honestly Applejack! Can you at least be considerate and wipe your dirty hooves at the door?" I snapped. Applejack snorted and walked in.

"Is this... mine?" Applejack asked eyeing her dress. I flipped my mane and smiled proudly.

"Why of course Applejack who else wears cowboy boots?" I retorted laying her boots next to the dress. Applejack raised an eyebrow.

"Rarity. Ya do know I'm competin' in the fall festival games. Right?" Applejack muttered. I rolled my eyes.

"Well of course Applejack. My goodness I wasn't born yesterday!" I snapped. Applejack sighed.

"I'm gonna get muddy." Applejack snorted. I gasped.

"How could somepony _ever_ want to get," I tried to say the word but struggled. "_Muddy?_" Even the word left a trail of the sick viel on my tongue. Applejack snorted so she wouldn't laugh.

"Oh Rarity. When will ya ever lighten up? It's just a little mud. Mud ain't gonna hurt." Applejack chuckled. I turned on her.

"Mud does hurt!" I snapped raising my front hooves in the air to exaggerate. "Mud is full of germs! And germs leads to sickness, and sickness leads to health hazards, and health hazards leads to..." I paused for affect then widened my eyes in fear and crouched low. "_Death!_" I exclaimed. Applejack burst out laughing.

Then a soft voice sounded by the door. "Uhm excuse me but, did I just hear death?" Applejack and I looked to see who it was. It was my dearest friend Fluttershy.

I waltzed over to her and patted her shoulder. "Why of course not Fluttershy. I said..." I broke off in search for a word. "Beth." I finally said. Fluttershy tipped her head in confusion.

"Beth? Who's Beth?" Fluttershy asked.

"She's... my cousin! Yes my cousin that I went to go visit a long time ago." I said. It hurts to lie to Fluttershy but she would be scared if I said death. She'll think a I'm a murderous maniac!

"Oh... well I ,uhm, just came to see your costumes." Fluttershy murmured. I proudly led her to my designs.

"This is Applejack's. Isn't it lovely?" I asked. Fluttershy looked at Applejack's dress.

"A... dress? But Rarity isn't she _competing in_ the games?" Fluttershy mumbled. I had a hard time hearing her but managed to know what she said.

"See? Even Fluttershy thinks it's a ridiculous design." Appljack retorted. I shot a glare at her and Fluttershy shuffled her feet awkwardly.

"Why I never! I never met a pony that is so inconsiderate and ungrateful! Haven't you ever thought it can be your victory dress if you win?" I snapped. Applejack gapped at me in anger.

"What in the hay are ya talkin' about? A'm not inconsiderate and ungrateful! You just can't see common sense even if it's tail whipped ya in the face!" Applejack snapped. I turned on her.

"Why you little-" I broke off as Fluttershy jumped in between us.

"Ladies please stop fighting!" Fluttershy yelled quietly. I gave a final glare at Applejack and whirled around to work on my project.

"Well Applejack if you needed an arguement well you got it. So please leave me and my designs in peace. I am a very busy pony as you can see." I said cutting out the sleeve for Twilight's dress. "I assume you have work to get done too instead of starting arguements with all of Equestria." I added whipping my tail in her face.

"I didn't start this arguement! You did with ya stupid dress ya made for no reason!" Applejack snapped. I gasped and slowly turned to glare at her.

"How _dare_ you insult my work! I make the finest outfits in all of Ponyville!" I growled. Applejack rolled her eyes.

"Yeah ok. Now if you don't mind I got trees to buck." Applejack said walking to the door. I gave a small hmph and turned back to my work. Then I felt a warm gooey splash on my flank. I froze then slowly turned to see. It was a large patch of mud. I screamed and ran around fraticly trying to get it off.

"Get it off! Get it off!" I yelled. Fluttershy was trying to hold me still but I managed to get out of her grasp. "My mane! My beautiful mane!" I whimpered as I tried to shake it off outside. Applejack was laughing at the scene. Then Fluttershy got a bucket of water and dumped it on me. I yelped as the cold liquid seeped into my skin. Applejack laughed harder.

"Ooops." Fluttershy murmured with guilt. I spit out water and glared at Applejack.

"This is all your fault!" I snapped. Then I shook out the water. Applejack and Fluttershy backed away from the drops. I stood up to Applejack. "Get your muddy hooves off of my property! Go buck your stupid apples!" I growled.

"Fine! And while I'm gone ya might wanna clean ya floor." Applejack sniffed glaring at her. I looked back at my cottage and and saw mud all over the floor. I growled. "Goodbye Rarity." Applejack said whipping my face with her tail. I pushed her tail away and stomped back inside.

"Stupid Applejack." I muttered getting the mop and bucket of water out with my magic. Fluttershy followed me in slowly.

"I'll help Rarity. If you want me to that is." Fluttershy murmured. I smiled.

"Thank you Fluttershy." I said. Fluttershy took the mop while I went to go finish my designs.

Flutterhy's POV:

As I mopped Rarity's floor, I couldn't help but glance at her. She looked so pretty working on her designs. Oh my did I just say that? Oh goodness I'm such an idiot. I've had a crush on Rarity for a long time now. But... I'm to shy to tell her. What if she doesn't like me back? Is she even like that? As I was lost in my thoughts, I didn't notice Rarity approach me.

"Thank you for cleaning up _Applejack's_ mess." Rarity said making me jump with surprise. I blushed a little and looked up at her.

"Oh it's alright really. I'm happy to help." I murmured. Rarity smiled.

"Would you like to see the dress I made for you?" she asked. I nodded excitedly and followed Rarity to her model. It was a golden dress that was made of silk and had a soft baby yellow of silk surrounding the bottom. Red leaves were at the bottom of the dress pinning it up. A pair of baby yellow shoes were next to it. "Well? What do you think?" Rarity asked.

"Why Rarity it's lovely!" I exclaimed. Rarity looked at me pleased.

"Thank you Fluttershy." she said proudly. Then in a annoyed voice she added, "At least somepony appreciates my hard work." I looked at her awkwardly.

"Maybe you should just forget about Applejack." I suggested quietly.

"Your right. There's no need to fuss over an ungrateful pony." Rarity said turning back to her work. I watched as she started working on Pinkie Pie's dress.

"So Fluttershy... I heard Big Mac has a little crush on you." Rarity smirked while working. I blushed bright red.

"Oh d-did you?" I stuttered. Rarity giggled.

"I think you like him too." Rarity said. I blushed harder.

"W-what?! N-no I d-don't!" I stuttered.

"Oh Fluttershy your not very subtle are you? Look at you! Your blushing!" Rariy giggled. I looked down. "I think you two would make a great couple." My chest filled with dissapointment.

"Oh..." I murmured sadly. Rarity looked at me with concern shimmering in her dark blue eyes.

"What's wrong dear?" she asked.

"Nothing. It's just that..." I broke off realizing what I was about to say.

"Just what dear?" Rarity pressed.

"Nevermind." I mumbled. "I got to go." Rarity tipped her head in confusion.

"Was it something I said?" Rarity asked as I was dragging my feet to the door.

'Yes.' I thought. "No of course not." I lied. Then I flew out of Rarity's cottage. "How could I have been so stupid? Of course she doesn't like me." I muttered.

"Who doesn't like you?" a voice asked beside her. I yelped in surprise as I saw my best friend Rainbow Dash flying beside me.

"N-no one!" I stuttered in panic. Rainbow raised an eyebrow.

"Really Fluttershy? Come on. Talk to me." Rainbow said. I sighed knowing it's no use to argue with Rainbow.

"Ok. Well... I like," I started off well then dropped down to barely higher than a whisper. "Rarity." Rainbow narrowed her eyes in confusion.

"Huh?" she said. I sighed.

"I like Rarity ok?!" I burst out. Then I covered my mouth with both off my hooves. Rainbow widened her eyes.

"Really?" Rainbow exclaimed. I nodded and looked down blushing. "Well damn Fluttershy. I don't know what to say." Rainbow chuckled. If I wasn't so embarrassed I would've confronted Rainbow about her choice of words. "How do you even know if she's like that?"

"I don't know." I mumbled. "What am I going to do? She thinks me and Big Mac make a great couple which is a sign that she doesn't like me!" I whimpered. Rainbow placed her hoof on my shoulder.

"Hey it's ok. You can always find some other pony." Rainbow said. I sniffed and nodded.

"Well I must get going. I have to check on the animals." I said flying to my cottage.

Rarity's POV:

I was finishing the last dress which was Pinkie Pie's. "There! Perfect!" I breathed wipping the sweat from my forehead. Then Rainbow burst through the door.

"Hey Rarity!" Rainbow greeted her flying in.

"Why hello Rainbow Dash. What brings you here?" I asked straightening Twilight's dress.

"Well I just kinda came to talk." Rainbow said.

"About?" I pressed.

"Well..." Rainbow rubbed the back of her neck. "Dating." I lit up with excitement.

"Oh Rainbow Dash did you finally find the perfect pony?" I asked excitedly.

"What? No, no, no! You got it all wrong! I'm talking about another pony." Rainbow exclaimed. I kinda drooped with dissapointment.

"Ok who?" I asked.

"You. What's your ideal stallion." Rainbow said. I looked at her in confusion.

"Why are you asking?" I asked supiciously. I know Rainbow is a lesbian but is she hitting on me? Of all ponies?

"No reason. Just curious." Rainbow said.

"Rainbow. Your my best friend and all but I think we should just keep it at that." I said awkwardly.

"What? Oh! I'm not hitting on you Rarity!" Rainbow chuckled. I sighed in releif.

"Thank goodness I didn't want to have to hurt your feelings." I said. Rainbow rolled her eyes.

"Well answer the question." Rainbow said.

I turned to face my designs for a edgy effect and placed my hoof on my chest. "I like a stallion to be dashing and courageous. He has to have a great sense in fashion and he is a gentlman." I said. Rainbow gagged.

"Ok how about a mare?" Rainbow asked. I whipped around to face her.

"A _mare_?!" I exclaimed.

"Yeah. maybe you like both." Rainbow said.

"Why Rainbow! Are you sure your not hitting on me?" I asked. Rainbow rolled her eyes.

"Just answer the question!" Rainbow retorted.

"Well... for a mare they would have to be like Fluttershy. I love shy mares." I said thinking of Fluttershy. Rainbow raised an eyebrow. Don't get me wrong, I like Fluttershy in that way but what would our friends think? Well they did accept Rainbow. But she isn't dating one of our friends.

"So you like _Fluttershy_?" Rainbow asked. I blushed.

"Kinda." I said. Rainbow smiled.

"That's all I needed to hear." Rainbow smirked.

"What do you mean?" I asked.

"Well I'm going to set you two up on a date." Rainbow chuckled.

"Wait Fluttershy likes me?" I asked.

"Yep. She's just to shy to tell you." Rainbow said. I smiled.

"Well that's good to hear. But I would like to handle this situation on my own." I said. Rainbow shrugged.

"Alright." she said. "See ya Rarity!" Rainbow said beginning to take flight.

"Goodbye Rainbow." I said. Then I turned back to my work.

Tomorrow is going to be very, very interesting.


	2. Chapter 2

Chapter 2: The Meeting

Rarity's POV:

I was on my way to Fluttershy's cottage. We made an arrangment for a meeting yesterday. I was confident. I was looking lovely as always and my bea-utiful mane was flowing in the wind. I walked up to Fluttershy's door and knocked.

Fluttershy opened the door. "Hello Rarity." she murmured.

"Hello Fluttershy." I said walking in. Fluttershy led me to her table and we sat down. "Rainbow came to see me the other. We had a little talk." I said innocently. Fluttershy started to panic.

"R-really? What did s-she say?" she stuttered. I smiled at her.

"Nothing really. Just a little chit-chat. You know, how my day was, what's been going on lately..." I paused for effect looking into her eyes. "Dating." Fluttershy pratically fell out of her chair.

"R-really? That's surprising. She doesn't usually talk about dating." Fluttershy murmured. Nice save.

"Yes that is surprising. But she told me something else." I said.

"Really? What did she say?" Fluttershy said barely higher than a whisper.

I giggled. "Oh Fluttershy girls don't kiss and tell." I chuckled. Fluttershy widened her eyes. I giggled even more. "We didn't literally kiss darling." I smirked. Fluttershy looked relieved. "But I think you want to kiss somepony right now." I whispered in her ear.

Fluttershy blushed. "W-what?" she stuttered. I nibbled her ear. Fluttershy let out a little squeak. "R-rarity..." Fluttersy breathed. I continued making my way down her neck and stopping slightly above her chest. Fluttershy was breathing quickly.

"Are you nervous dear?" I cooed into her ear. Fluttershy shivered.

"N-no. Of course not." Fluttershy murmured. I smiled. Then I kissed her cheek and made my way to her lips. Fluttershy gave a soft moan as my lips pressed against hers. I nibbled on her lip and her mouth slightly opened. I seized the moment to enter her mouth and wrap my tongue around her's. Fluttershy squeaked into my mouth.

Our tongues battled and I felt Fluttershy's hooves wrap around my neck. I stroked her hair. Then I pulled back. "Well aren't yoou a great kisser." I smirked. Fluttershy blushed.

"Your not to bad yourself." she giggled.

"Fluttershy, Rainbow told me you had a little crush on me. Is that true?" I cooed. Fluttershy gulped.

"Yes... it's true. If you don't feel the same way then I understand. And I'll never speak of this again or anything. I won't even mention-" I silenced her with my hoof pressed against her lips.

"What are you talking about? Of course I feel the same way." I chuckled. Fluttershy widened her eyes.

"Y-you do?" she asked. I nodded and stroked her face. Fluttershy smiled and kissed me. I leaned into her to make the kiss deeper. Then I felt a hoof rubbing down my flank. I pulled back surprised.

"Excited aren't we?" I smirked. Fluttershy looked down in guilt. I smiled and lifted her chin up to face me. "It's ok. You can keep going." I murmured. Fluttershy nodded and blushed as she continued rubbing my flank. I gasped as her hoof hit a sensitive spot.

"I'm sorry! Did I hurt you?" Fluttershy whimpered. I couldn't help but smile. She is so damn cute!

"N-no... Just a sensitive area." I murmured. Fluttershy nodded understanding what that meant. Then she continued rubbing that area. I gasped and leaned deeper into her. "Fl-uhn-Fluttershy..." I moaned. Fluttershy looked me in the eyes and moved her hoof closer to my pussy. My body quivered in pleasure and I struggled to stay on my feet. Fluttershy sensed this and held me up by placing her hoof on my flank for support, which only made things worse as it caused more shivers of pleasure through my body. Fluttershy rubbed my clit with the edge of her hoof slowly. I moaned and slightly started grinding against her hoof. I kissed and nibbled on her neck. Fluttershy gave little squeaks which quickly turned into moans. Fluttershy circled my clit faster and harder. I moaned loudly. "Fl-fluttershy!" I gasped. My legs were quivering at this point. I felt the familiar heat and tingle and knew close to cumming. I grinded faster on her hoof and felt the rush of excitement wash over me. "Fluttershy! I'm cumming!" I whimpered. Then a flood of my juices spilled onto Fluttershy's hoof. Fluttershy smiled and licked up the juices on her hoof looking me in the eye the whole time. I smiled and got down on my knees. Fluttershy watched me as I opened her legs wide. Then I kissed my way around her inner thighs. Fluttershy quivered in excitement. I continued kissing my way down to her pussy. I licked her opening slowly and heard her gasp.

"Oh Rarity..." Fluttershy moaned. I opened up her pussy lips and dabbed lightly and quickly at her clit. Fluttershy squealed and wiggled around. I circled her clit with my tongue then sucked on it. I felt Fluttershy's legs tense up around my head. I sucked harder on her clit then licked my way down. I licked through Fluttershy's folds in a zig-zagged line. Fluttershy moaned loudly and wrapped her legs around my head. I blinked in surprise and looked up at her. She had her head back and her hooves holding her up. I licked harder then weaved my tongue through all of her folds. Fluttershy started grinding against my face. "Oh my goodness... Rarity..." Fluttershy whimpered. Then I sucked her pussy up and down. Fluttershy whimpered. Her movements became more frantic and desperate. "Rarity!" Fluttershy whimpered. Her juices spilled out of her and splashed on my face. I licked my lips and looked up at her.

"Wow. I never knew you were so good. I thought you would be to shy to know what to do. And boy was I wrong." I smirked. Fluttershy giggled. Then I stood up and kissed her, sharing her juices. We cuddled together and dozed off.


	3. Chapter 3

Chapter 3: The Robbery

Fluttershy's POV:

I can't believe it... did that just really happened? Rarity already left and I was sitting on my porch in thought. But... she said me and Big Mac make a great couple... I rubbed my head in confusion. That's just like Rarity. Always mixing stuff in other pony's heads. Then an idea came to me. Rainbow! She'll know what to do! I walked off my porch then took flight. Rainbow is usually at Sweet Apple Arcs helping Applejack with the apples. I think there's something going on between them but I would never bring it up. It's invading their privacy. I flew down to the orchards and soon enough I see Rainbow on a hill with Applejack kissing. Wait, what? I froze in my tracks and stared at them. Rainbow was pressing Applejack agianst a tree in a tight embrace. I slowly walked up to them not knowing what to do. Then I cleared my throat. Applejack opened one eye which quickly turned into two wide eyes as she saw me. She shoved Rainbow off of her. Rainbow groaned. "What?" Rainbow muttered. Then her eyes flickered to me. "Fluttershy!" Rainbow exclaimed.

"I, um..." I didn't know what to say. Rainbow and Applejack blushed. At least I know there is something going on between those two. "I came to talk to Rainbow. But I can see your busy so I'll caome back later." I murmured.

"Wait Fluttershy." Rainbow said flying to me before I moved. "Sorry about that. What did you want to talk about?" she asked. Applejack walked up to them with concern. I gulped.

"Well... since Applejack doesn't know I'll tell her." I said quietly. Applejack raised an eyebrow.

"Know what?" she asked.

"I like Rarity." I said. Applejack widened her eyes.

"Well I accutally already knew that sugarcube." Applejack chuckled. I gapped at her.

"How?" I squeaked.

"Well the way ya act around her is a hint." Applejack pointed out. I blushed and looked down.

"Well anyways... she came to see me earlier and..." I broke off.

"Well? Spit it out!" Rainbow said. Applejack nudged her.

"Now take it easy Rainbow! This must be hard for her to say." Applejack scolded. Rainbow rolled her eyes.

"Well... we, um, we..." I sighed. "We did it." I whispered. Applejack and Rainbow looked at her in confusion.

"Did what? Tell each other ya'll love each other?" Applejack asked. I blushed.

"Kinda..." I murmured.

"Then what? Come on Fluttershy spit it out!" Rainbow said. Applejack hit her upside her head. "Ow..." Rainbow muttered rubbing her head.

"We did but... in a more..." I broke off in search for a word. "_Expressive _way." I said.

"What do you mean?" Applejack asked.

"We did it." I said beginning to lose patience which is rare.

"Did what?!" Rainbow snapped losing patience.

"_It! The it!"_ I snapped. Then I covered my mouth when I realized I snapped.

Rainbow burst out laughing while Applejack looked at her baffled. "Ya... what?" Applejack said. I looked down with embarrassment.

"Fluttershy is finally expressing herself! But I didn't know it was in a sexual way!" Rainbow laughed. Applejack shoved her.

"Hush Rainbow!" Applejack snapped. Then she looked at me in a softer gaze. "Fluttershy there's nothing to be ashamed. That just means ya'll two love each other a lot and ya'll are ready to move on." Applejack murmured. I looked at her.

" But now I don't know what to do! Big Mac likes me! What am I gonna do?" I whimpered. Applejack placed her hoof on my shoulder comfortingly.

"I'm sure Mac will get over it." Applejack said.

Before I could say anything, Twilight was panting behind them. "Guys!..." she panted. We looked at her in concern. "Some... something's happened... at Rarity's..." Twilight breathed trying to catch her breath. I immediatly became alert.

"What happened?" I asked.

Twilight stood up taller and regained her breath. "Somepony's broken in her house and stolen all our dresses!" Twilight announced. Applejack gasped.

"Then why are we still here? Let's go get them back!" Rainbow snapped. "When I find that pony, I swear I'll give them a apple buck to their jaw!" Rainbow said expressing her words. Applejack rolled her eyes.

"Come on!" Twilight said beginning to run. Rainbow, Applejack, and I followed closely.

Rarity's POV:

I was pacing back and forth in front of my model display. Broken glass were spreaded around the room and my supplies and fabric were scattered on the floor. Pinkie Pie was there trying to calm me down. "What am I going to do? The Fall Festival is in two days! I can't make the dresses all over again! And most of my fabric is stolen!" I cried.

"Don't worry Rarity! We'll find them! And I bet Rainbow will teach whoever stole them a lesson!" Pinkie said.

"How are we going to find them in time? We don't even know who stole it!" I snapped. Then a thunder of hooves stamped through the door.

"We're here Rarity!" Applejack announced looking around. The ponies gasped at what they saw.

"Who could've done this?" Fluttershy asked.

"I don't know! When I left for our meeting, everything was perfect!" I looked at the models and stood in front of them. "The dresses... looking ever so beautiful... were right there shining in glory!" I said expressing myself. Then I crouched to the floor in a ball with tears running down my face. "And now this!" I wailed. Fluttershy ran to comfort her.

"We'll find them Rarity. Don't worry." she said in a soft yet firm voice. I looked at her with soggy eyes and sniffed.

"Well we won't find them here! Let's go!" Rainbow said spreading her wings and taking flight.

Applejack snatched her tail in her jaws. Rainbow fell to the ground and glared at her. "Hold on now! We don't even know where ta start!" Applejack said clearly.

"Maybe we could start looking at the shops in Ponyville!" Pinkie exclaimed bouncing with excitement. "Picture this." Pinkie said. "A so called pony with a great taste of fashion, beaming in the spotlight." Pinkie began holding her hoof to her chest and standing on Rarity's stage. "But then!" Pinkie shrank lower. "The most graceful pony in all of Ponyville, steals the spotlight!" Pinkie exclaimed beckoning to me. I slightly felt better. "The pony sulks in envy and rage," Pinkie said in a somber voice. "They hide in the shadows of shame... stalking Rarity..." Pinkie said creeping around the ponies. Applejack rolled her eyes as Pinkie crept around her. Then she reached me. "Looking for the perfect moment for revenge..." Pinkie growled looking at me in a revenge hungry glare. "So. When Rarity left to have sex with Fluttershy-" Pinkie broke off as I broke in.

"What?!" I exclaimed blushing. Fluttershy blushed and looked at the ground.

"Wait, you two had..." Twilight began looking at Fluttershy then me then back again. Applejack cleared her throat awkwardly while Rainbow laughed.

"Pinkie why don't ya finish yer story?" Applejack said.

"So. When Rarity left..." Pinkie began back in her act. "The pony broke into her house..." Pinkie whispered creeping closer to me as if I was prey. I backed away. "They stole Rarity's designs..." Pinkie growled, creeping closer to me. I kept backing away until I was pressed up against the stage. "Planning on making her work theirs... and showing them to all of Equestria..." Pinkie scowled creeping closer and closer. "Stealing back what was rightfully theirs..." Pinkie wrapped her hoof around my shoulders and sticking her other hoof in the air. "The spotlight." Pinkie breathed.

"That's really interesting Pinkie, but-" Twilight broke off as Pinkie continued.

"And then!" Pinkie growled. "They'll watch as Rarity suffers what they did..." Pinkie said. I winced in fear. "Watch as Rarity become's the laughing stock of Ponyville... watch as she loses everything..." Pinkie continued in a evil voice. Then she leaned in my ear. "Even her beauty." I flared with fear and rage.

"Never! I will not allow it!" I exclaimed. Twilight rolled her eyes.

"Seriously Rarity? You don't really think-" Twilight broke off.

"Of course I'm serious! It makes plenty of sense!" I snapped. "I, the most graceful pony in all of Ponyville, will have ponies that will look at me in envy and rage. They'll want to seek revenge! And I, my friend, will never allow it! I will find those dresses and show them that a new star has awaken!" I declared, pausing for affect. "And that new star is me." Twilight rolled her eyes. Fluttershy looked at her with awe.

"Then let's get to it!" Pinkie said.

"Finally!" Rainbow breathed. Twilight high hoofed her face.

"Why bother?" she muttered.


	4. Chapter 4

Chapter 4: The Adventure Begins

Rarity's POV:

We were walking around Ponyville looking for every clothes shop. I will find those dresses. "So where should we start?" Rainbow asked.

Pinkie bounced to a classy looking shop. "This place looks suspicious." Pinkie squeaked. I ran up to the store and pressed my face to the window looking everywhere. Customers inside stared at me.

"What? Haven't you seen a robbed pony before?" I snapped. I wasn't sure if they could hear me.

"Rarity ya look ridiculous." Applejack retorted pulling me back. I glared at her and walked through the door. They looked around while I went to talk with the owner.

"Excuse me but you haven't happened to see any glamorous dresses by any chance have you?" I asked.

"Well apart from the dresses in here, no I haven't." the owner said. My eye twitched.

"Let me refrase that." I said. Then I leaped on top of her. "Where are my dresses? I know you stole them! Where are they?" I snarled. Applejack snatched me off.

"Rarity!" Twilight snapped. The owner looked at me, bewildered. "I'm sorry about that."

"I know you stole them! Give them back!" I snapped.

"Why would I steal your dresses when I have beautiful dresses here? And in case your asking, yes. I made them myself." the owner said with smug. I almost bucked Applejack off of me and tackle that stuck up pony.

"Oh your the one who designed these?" I asked in mock awe. The owner nodded proudly. "Wow... I really feel sorry for the customers. I've seen better fashion in the Everfree Forest." I sneered. The owner glared at her.

"Rarity!" Twilight snapped.

"How dare you? My fashion is worth more than your mane!" the owner snapped.

"Please! This is 100% horse hair." I snorted flipping my hair.

"Riiight. Ugly ass." the owner snorted. I flared with anger.

"Big mistake." Pinkie said.

"I must be hearing things because I _know_, you did not just call me ugly." I snapped. "Bitch you wanna know why your pictures be coming out all blurry and shit? You so damn ugly the camera don't even wanna focus on your ass! Motion blurred bitch."

Rainbow burst out laughing and fell to the floor. The owner glared at me and walked up to me. "Get out of my shop!" she snarled.

"Gladly!" I snapped.

"I'm really sorry about that." Twilight apoligized. Then we walked out of the shop. "Seriously?"

"She started it with her bragging! She probably stole my dresses!" I snapped.

"She didn't steal them." Fluttershy said quietly.

"How do you know?" Rainbow asked.

"When you all were talking to her, I snuck around the shop and looked everywhere. She didn't steal the dresses." Fluttershy explained. Twilight glared at Rarity.

"So you attacked her and insulted her for no reason!" Twilight snapped.

"How was I supposed to know?" I shot back.

"Let's just go to another shop before I blow up." Twilight snapped. Then we all made our way to another shop. Then a shop after that. And a shop after.

Fluttershy's POV:

By the time we looked at every shop, it was dark. Rarity didn't give up and insited on finding the dresses. "Rarity! We looked at every shop and there's no sign of them. Let's just look for them in the morning." Twilight yawned.

"Fine. You all go home but I'm going to keep searching." Rarity declared.

"Ya can't look for them on yer own!" Applejack objected. Rarity lifted her head.

"Watch me." she said. Then she ran off into the darkness.

"Now what?" Rainbow groaned.

"We wait until morning. Rarity will eventually get tired and will head home. Let's just go get some sleep." Twilight said. "And Fluttershy, you have to answer some questions." I looked at her.

"What questions?" I asked tipping my head.

"About you and Rarity." Twilight said. I began to panic. "You two had sex? Why?" Twilight asked.

"I... I..." I couldn't speak.

"Now come on Twi. Fluttershy shouldn't have ta tell her buisness." Applejack said walking to the pony.

"But it's _sex_! Their not even dating!" Twilight snapped. Then her face darkened. "You aren't dating... are you?"

"No... we're just friends with benifits." I lied. Rainbow looked at me with disapproval. Applejack snapped a glare at her.

"Nothing more?" Twilight asked. I shook my head. "Good. Now let's go get some sleep." Twilight yawned.


	5. Chapter 5

Chapter 5: The Everfree Forest

Rarity's POV:

I ran around town, looking through windows of closed stores, but I couldn't find anything. Oh dear, how will I ever find them at this time? It's midnight! The festival is tomorrow and the dresses are gone! I felt panic rise in my chest and I ran faster. Then I came to the Everfree Forest. They couldn't be in there... right? I shivered with fear. I have to go! It's the only place I didn't check. Even though the trees look black and scary in the dark. And you can't see anything without light. And- no! Cut it out Rarity. This is not helping anything. I took a deep breath and slowly walked in. Wind ruffled the leaves. I looked around trying to keep calm. "See? This isn't to bad..." I murmured fearfully. I looked at the bushes and I could've sworn that I saw glittering eyes. I gulped and continued walking. Then I heard hoofsteps. I swirled around to see Zacora. "Oh Zacora. It's just you." I sighed. Zacora walked up to me.

"Sorry to intrude. I do not mean to be rude." Zacora said. Why does she always have to rhyme?

"It's ok Zacora. I'm acutally glad to see you." I said. "Have you seen any dresses?" Zacora looked at me in thought.

"I saw a pony. She passed through looking rather lonely." Zacora said pointing in the direction of two trees that hung over them. I gulped. Of course. It has to be the scary path.

"Thank you Zacora." I said galloping on the trail.

"Be careful! That path can be quite dreadful." Zacora called. I gulped.

Fluttershy's POV:

I tussled and turned on my bed. I couldn't sleep knowing that Rarity was out there on her own. I was at Twilight's house with the others. We decided to stay the night so we can get started on the search immediatly. I heaved a sigh as I watched the others sleep peacefully. How could they sleep knowing that Rarity's out there _all alone_ with _no_ protection? I quietly got out of bed and went to Rarity's house. Maybe she's at home asleep? I flew to her house and knocked on the door. No answer. I snorted. Uh duh she didn't answer! She's probably asleep. Right? I opened the door and looked around. The house was still in pieces. I carefully flew over the glass and went to her room. Sweetie Bell was there asleep on her bed. I gently nudged her. She jumped awake. "Who are you? Where's my sister? What have you done to her?" Sweetie Bell growled. Then she looked at me. "Oh... sorry Fluttershy. It's just that Rarity hasn't come back and I'm really worried." she murmured. I felt panic rise in my chest. She hasn't come back? I forced myself to calm down.

"Let's get you to Sweet Apple Arcs. Granny Smith and Big Mac can watch you and I'm sure you'll and Apple Bloom will have fun." I said. Sweetie Bell nodded and followed me to Sweet Apple Arcs. When I was finished dropping her off, I flew back to Twilight's. Where could she be?

Rarity's POV:

I looked around for the pony. Where could she be? Then I heard shivering in the bushes. I stopped and looked around. I saw eyes peeking at me through the leaves then vanished. "Wait!" I called. Then I gave chase. The pony ran away. "I just want to talk!" I called chasing her. The pony didn't stop or say anything. She swerved around trees and rabbit holes. I tripped a couple of times. Then I saw a branch in front of the pony. I used my magic to move the branch in front of the pony. The pony knew what was happening and tried to run faster. The branch blocked her path. I quickly ran to confront her. "I just want to talk." I said reassuringly. The pony twirled around to face me with anger.

"Let me go!" she snapped.

"I just want to ask you something. Have you-" I broke off as she slashed at the branch. "Please just let me speak!" I said. Then I saw a piece of fabric stuck in her hair. That's the fabric I used for the dresses! I stalked up to the pony. I snatched the fabric out of her hair. The pony turned to glare at me. "What is this?" I growled.

"It's going to give me back what was rightfully mine!" she snapped. Then she jumped over the branch and ran away.

"Get back here you thief!" I snarled giving chase. I tucked the fabric in my hair to keep it safe. Then I saw the pony enter a cave. I gulped but didn't slow down. It was black when I went into the cave. I tried to follow the sound of the pony's hoofsteps. Then light filtered through. I burst through the light and looked around. The pony had the dresses locked in a crate. Other dresses were surrounding them. She stole more dresses from other ponies!

"Welcome Rarity." the pony snickered. I looked up to see the pony standing on a cliff overlooking the dresses she stolen. "Welcome to the beginning of a new star." she laughed evilly. "And that new star... is me."


	6. Chapter 6

Chapter 6: Dawn

Rarity's POV:

I widened my eyes. "Who are you?" I asked. The pony laughed evilly.

"Oh Rarity. It's so sad how you don't remember me after all the years." she snickered. I raised an eyebrow. "It's me! Dawn! The pony you stole from!" she spat. I narrowed my eyes in thought. "So sad." the pony sighed.

"Wait... your the pony that came in second place at the Young Fillies Competition! We were supposed to design the best outfit." I exclaimed slowly remembering.

"Oh you do remember. How sweet." Dawn sneered.

"What have I ever done to you? Why steal my dresses that I worked so hard on?" I snapped. Dawn smiled.

"Now you know how it feels. To have something you worked on so hard then have it stolen from you. I should've came in first place! Not you! I _deserved _to be in first! I worked so hard on that outfit! You stolen the spotlight from me!" Dawn snarled. I don't know what is more shocking. The fact that she held a grudge on something so long ago, or that Pinkie Pie was right word for word. "Now you will watch as I present _my _work to all of Equstria! And nothing will stop me!" Dawn spat. I looked at her with anger. This bitch is gonna get apple bucked.

Fluttershy's POV:

I flew back in Twilight's house. Everypony was up and awake looking around the room. "What are you all looking for?" I asked. They looked at me.

"Fluttershy!" they exclaimed running to me. I shrank back from the sudden excitement.

"Where were you?" Twilight asked.

"Are ya alright?" Applejack pressed.

"Did you get ponynapped? I'll buck them in their throat!" Rainbow added.

"Did you get cupcakes?" Pinkie asked bouncing around. Everypony looked at her. "What?" she asked.

"I-I went to go check on Rarity. I wanted to know if she was home. Sweetie Bell was there alone so i took her to Applejack's." I murmured.

Twilight sighed. "You had us worried. Don't do that again." Twilight said firmly. I nodded.

"Well since we're awake, let's go search for the dresses. While we're at it we can search for Rarity." Rainbow said. We all walked out to town. We looked everywhere for Rarity.

"Where could she be?" Applejack asked scratching her head.

"Oh oh!" Pinkie exclaimed bouncing around excitedly. "Maybe she's getting cupcakes!" Rainbow rolled her eyes.

"For the last time Pinkie! No pony's getting stupid cupcakes!" she snapped. While they argued, I went to the edge of town and looked around. Then I saw hoofprints.

"Um guys?" I called. No pony heard me. "Guys?" I called a little louder. Still no answer. I sighed and walked to them. "Guys!" I said. They looked at me. "There's hoofprints over there." I said. Everypony ran to the prints.

"She went to the Everfree Forest!" Rainbow exclaimed. We ran to the forest and looked around. Another set of hoofprints led into the darkness. The sun was rising making it easier for us to see. We made our way through the trees. I stuck close to the group. We looked at the ground to follow the trail. Then we saw a branch lying on the ground. "What happened?" Rainbow asked looking around. Applejack jumped over the branch.

"There's more on the other side!" Applejack called. We all jumped over the branch, well me and Rainbow just flew over. Then we ran to a cave. I heard echos coming from inside.

"Rarity!" I exclaimed as I heard her voice.

"Somepony's in there with her." Applejack said with tense.

"Maybe their having a party!" Pinkie suggested pulling out streamers from her hair. Rainbow hoofed her face.

"Why would they be having a party?" Rainbow snapped.

"That's your question? My question is why are they having a party without _us_? We're her friends!" Pinkie groaned. Rainbow struggled to not strangle her so she strangled the air instead.

"Let's just go inside!" Twilight snapped walking through. We followed her in to see Rarity and another pony fighting each other.

"Give me my dresses!" Rarity snarled.

"You mean _my _dresses!" the pony spat. Rarity growled and threw her against the wall. Applejack covered my eyes. There were thuds and yelps. I grew worried.

"Rarity!" Twilight called. Applejack uncovered my eyes and I saw Rarity looking at us. Then I looked up to see the pony jumped onto a loose rock hanging from the ceiling over Rarity. The rock slipped and fell. The pony jumped off just in time and smiled as she watched the rock fall down.

"Rarity look out!" I cried. Then I ran to her. Rarity looked up and screamed. I pushed her out the way before it crashed onto her. Then I felt a heavy weight on my body. My body was screeching in pain. I opened my mouth in a silent scream. Then I fell to the floor. I looked up at Rarity and saw shock and fear in her eyes. Her mouth opened and she said something but I couldn't hear. All I heard were muffled cries and thunder of hooves as my friends and lover ran to me. My eyes were drooping. The last thing I saw were Rarity's tear filled eyes.


	7. Chapter 7

Chapter 7: Help Me

Rarity's POV:

"Fluttershy? Fluttershy, darling please wake up! We're going to get you out just stay strong!" I cried trying to use my magic on the rock. Rainbow was on the cliff confronting Dawn while we were trying to save Fluttershy. Twilight was also using her magic while Applejack and Pinkie Pie were trying to lift it up. The rock moved a little. "Come on! Come on!" I panted trying with all my might to get the rock off of her. Then the rock was fully removed. I instantly picked up Fluttershy with my magic and sprinted out of the cave and to Ponyville.

"Rarity wait!" Twilight called. I didn't slow down. Then I remembered Zacora. I swerved off the path and ran to Zacora's hut. I burst through her door. Zacora looked at me in surprise.

"Why Rarity. It's is nice of you to pass by." Zacora greeted me.

"Now's not the time! Fluttershy got crushed by a rock and we need your help!" I whimpered pulling Fluttershy in. Zacora immediatly beckoned to the table and got out some herbs and supplies. I set her on the table while Zacora ran around getting herbs. "Please save her... I don't want to lose her." I whimpered. Tears stung my eyes.

"I can see your pain. I will make sure Fluttershy is not in vain." Zacora said getting out a bowl. I sighed. Then I heard hoofsteps behind me. I knew they were my friends so I didn't bother to look. Twilight pulled me back.

"Give her some space." Twilight murmured. I let Twilight pull me away. Zacora smashed some type of herb into the bowl until it was nothing but juice. She went over to check on Fluttershy and observed her body.

"Bones are broken. I will help her back in tone." Zacora announced. She rubbed in the herb on Fluttershy's foreleg. Then she smashed another herb into the bowl. She poured the juice into Fluttershy's mouth. What is she doing? Twilight saw the confusion in my gaze.

"It's thyme. It'll help with the shock." she explained. I nodded. "Why don't you go outside and have a moment to yourself. You seem like you need it." Twilight murmured. I nodded and walked outside. I sat on the ground and sighed. A tear trickled down my face. What if Fluttershy never heals? What if she... I didn't want to finish that. Then I felt a hoof on my shoulder. I looked up to see Applejack.

"She'll be fine. Ya'll see." she murmured. I sniffed and wiped my tears away.

"What if she won't be alright? What if she..." I couldn't bring myself to say the word.

"Sugarcube she'll be fine. Zacora will make sure of that. Ya'll see. She'll be back on her hooves in no time." Applejack said. I sniffed and smiled.

"Thanks Applejack." I said. Applejack smiled and walked back inside. I looked over at Rainbow and saw that she had Dawn hostage. I glared at her. It's her fault Fluttershy's injured! If she just stop holding a grudge and gave me back my dresses none of this would've happened! She crushed the mare of my dreams! Oh when I get my hooves on her... I froze. What have I become? First the attacking the store owner and humiliating her in front of everypony then the urge to fight? This is not the real Rarity! Dawn made me like this... that bitch...


	8. Chapter 8

Chapter 8: Waiting

Dawn's POV:

I looked at the yellow peagus with guilt. I never meant to smash the rock onto _her_. I just wanted revenge on Rarity. How was I supposed to know that she would save the rotten? I sighed. Then I peeked a glance at Rarity. She was crying her eyes out. Then she caught my glance. She glared at me then turned her body the other way so she wouldn't see me. I looked down with guilt. "I hope your happy." the rainbow peagus snarled. Then in a low mutter she added, "Murderer." I flinched at the word.

"This was never part of my plan! I just wanted Rarity to know what it feels like to have something stolen from her!" I snapped.

"Well you got what you wanted. You stole the one pony that means the world to me." Rarity growled behind me. I looked at her. All I saw was her icy blue glare.

"Rarity... I'm sorry. I just wanted-" I broke off as Rarity broke in.

"No. It doesn't matter what you want. You can't just throw a little fit just because you don't get what you want! I want my parents back but you don't hear me complaining! I wish that they never got in that accident!" Rarity snarled. "I want _Fluttershy_ back!" Rarity whimpered. I froze. Rarity's tears fell down her face as she said that. I looked down as a tear fell down my cheek. What have I done? Not only did I kill a pony, but I shattered the pony's _lover._

Rarity's POV:

I glared at Dawn. Was she _crying? _I lifted her chin to force her to see me. Dawn avoided my glare and looked behind me. "Are you _crying?_ Shouldn't _I _be the one who is bawling her eyes out? Didn't you _want _to see me like this? Break down in front of everypony because I lost _everything? _Hmmm? Answer me!" I snarled. Dawn avoided my glare and still didn't say anything. I pushed her chin away. Twilight looked at me in fear. "What? Wouldn't you be angry and grief stricken if the pony you love got smashed by a boulder knowing somepony caused it?" I snarled. Twilight widened her eyes.

"You... _love _her?" Twilight asked. I glared at her.

"No. I just had sex with the most sweetest innocent pony because I was horny even though there are plenty of other sluts out there." I snapped. Twilight looked at me angry.

"You didn't have to get an attitude! I was just asking!" she snapped. I began to feel guilty. She was right.

"I'm sorry. It's just that..." I trailed off. I plopped on the ground and looked at the ground with closed eyes. "I'm scared. I don't want Fluttershy to die." I whispered. Then I felt a hoof on my shoulder. I looked up to see Twilight.

"Hey. It's ok. We don't want her to die either, but we need to keep calm and hope she doesn't." Twilight murmured. I nodded. I walked outside to get some fresh air. I looked at the leaves above. I wish I could say stars but he-lllo! I'm in the Everfree Forest! There ain't shit in the sky! I sighed and imagined the tiwgs as stars. Please save Fluttershy. Please let her come back. Please. I can't lose her too.


	9. Chapter 9

Chapter 9: An Angel

Fluttershy's POV:

It was dark. No light. No air. Nothing. Only voices. Scared and worried voices. I tried to open my eyes but it was no use. What happened? Why can't I wake up? Am I dead? I can't be! I couldn't move. Then I heard a weeping voice beside me. "Please Fluttershy... Please wake up..." it was Rarity! I'm trying Rarity just hold on! "I don't know what I'll do if your..." I struggled to open my eyes. To let her know that I'm not. I'm still here. Then there was a tiny filter of light creeping over my vision. "I need you..." I saw white and realized it was Rarity's face. Her eyes were filled with grief and tears streamed down her face. "Please..." she whimpered. Then I could finally open my eyes. Rarity was leaning on the table I was on and covered her face. I looked around to see I was in Zacora's hut. I looked at Rarity and smiled.

"I'm here Rarity." I murmured. Rarity jumped to her hooves and stared at me.

"Fl-fluttershy?" she stuttered. I giggled.

"Yes Rarity. I'm here." I said. Rarity hugged me tight. I winced but managed to settle my head on her shoulder.

"I love you." she whispered. I felt tears fill my eyes and I smiled.

"I love you too." I murmured. I sniffed. Then Twilight burst through the door.

"She's awake!" she gasped. Rainbow shoved past Twilight and went to my side.

"Oh thank God! I thought I was going to lose you!" Rainbow breathed. Applejack trotted to my side and smiled.

"We're glad yer alright sugarcube." she said. I smiled as my friends crowded around me.

"Rainbow thought you were dead! So did Applejack and Rarity and-" Pinkie broke off as Twilight pressed her hoof to her mouth.

"Pinkie!" Twilight snapped. Rarity was still holding on to me. As if she was afraid that if she let go, then I'll go away again. "Fluttershy... how come you didn't tell us you and Rarity were... a couple?" Twilight asked. I froze. How did she know?

"W-well I, uh, we were afraid that, um, you wouldn't... accept us." I stuttered. Rarity looked at me.

"It's ok Fluttershy. We aren't going to judge you two. You guys are our best friends and we'll love you always." Twilight said. Then everypony hugged me. Seriously? I'm injured and in pain. Take it easy.

Rarity's POV:

I felt like bouncing around at the moment. My love... she's alright. She's alive and awake. She'll be fine. Now the only problem is her. Dawn. I looked at Dawn who was staring at the ground. I walked to her. Dawn looked at me with guilt then looked back at the ground. I felt a little sorry. I know some of you will think that's stupid but I can't help it. "Dawn..." I said. Dawn looked up at me. "I'm sorry about what happened. I should've been considerate but I wasn't. I'm sorry for taking your spotlight." I said. Even though it's stupid that your mad about it when clearly I deserved the reward because I had better fashion sense. Dawn smiled.

"You don't need to be sorry. I admit it's really stupid of me having a grudge on something that was a long time ago. I'm sorry for stealing your dresses and almost causing Fluttershy to die. I hope that you'll be able to forgive me and we can be friends." Dawn murmured. I smiled.

"I forgive you Dawn." I said. Then I walked back to Fluttershy and hugged her.


	10. Chapter 10

Chapter 10: Epilogue

Rarity's POV:

Years passed and me and Fluttershy are married. We have our own little filly, Sunset. She is the most cutest thing you will _ever _see! Fluttershy works in a animal shelter and cares for all the animals. I am now the royal designer of Princess Celestia which is more than I could ever dream for!

Applejack and Rainbow finally told everypony their relationship and are now engaged. I'm at their wedding right now. Aw you didn't get an invite? You poor baby. Speaking of Rainbow, she finally lived her dream. She's in the Wonderbolts! I was so happy for her. Granny Smith has passed away which was a tragic to everypony. When Applejack recovered, she became the top apple bucker in all of Equstria. She now works Sweet Apple Arcs. Rainbow and Applejack adopted Scootaloo and enjoyed their life on the farm.

The Cutie Mark Crusaders finally earned their cutie marks. Scootaloo realized her talent were stunts. So her cutie mark was a trail of flames following a wheel. Sweetie Belle found out her talent was singing so her cutie mark was a microphone with a music note wrapped around it. Apple Bloom realized her talent was constructing so her cutie mark is a hammer and a nail. I knew they could do it.

Twilight still studies a lot which is not really a shock and helps out at the kingdom.

Pinkie works at Canterlot as a party planner.

Dawn moved to Ponyville and made some friends. She also found a stallion. Wonder how that goes.

Well I guess this is the end. It was nice telling my story to all of you but I must go. Fluttershy is calling me. The wedding's about to start. Oh don't feel bad. I'm sure your invite just got lost... or something. Goodbye.


End file.
